Assertio (NASDAQ: ASRT) moves Garda cash tender offer start to May 8

Rhea-AI Filing Summary

Assertio Holdings, Inc. announced that it and Garda Therapeutics, Inc. mutually agreed to postpone the start of Garda’s tender offer to acquire all outstanding Assertio shares until May 8, 2026.

Under the amended and restated merger agreement, Garda plans to acquire Assertio for $21.80 per share in cash, representing total cash consideration of $153.2 million. Assertio also plans to postpone the previously announced tender offer for all outstanding Convertible Senior Notes to May 8, 2026 and expects to file its Schedule 14D‑9 relating to the tender offer on that date.

Insights

M&A and corporate actions analyst

Assertio and Garda only adjust the timing of an already announced cash tender offer.

The update confirms that Garda still intends to acquire Assertio via a tender offer at $21.80 per share, totaling about $153.2 million. The parties simply agreed to move the commencement date for the stock and Convertible Senior Notes tender offers to May 8, 2026.

This timing shift does not change the stated economic terms of the deal. Completion still depends on conditions described in the merger agreement and future tender offer documents, and the communication highlights typical risks such as regulatory approvals, sufficient tenders, and potential competing offers.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Cash offer price: $21.80 per share Total cash consideration: $153.2 million New tender offer commencement date: May 8, 2026 +2 more

5 metrics

Cash offer price $21.80 per share Tender offer price under amended and restated merger agreement

Total cash consideration $153.2 million Aggregate consideration for acquisition of all outstanding Assertio shares

New tender offer commencement date May 8, 2026 Start date for common stock tender offer by Garda

Notes tender offer commencement date May 8, 2026 Start date for tender offer for all outstanding Convertible Senior Notes

Merger agreement date May 1, 2026 Date of Amended and Restated Agreement and Plan of Merger

Key Terms

tender offer, Amended and Restated Agreement and Plan of Merger, Convertible Senior Notes, Schedule 14D-9, +2 more

6 terms

tender offer financial

"postpone the commencement of the previously announced tender offer to acquire all outstanding shares"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Amended and Restated Agreement and Plan of Merger financial

"previously announced entry into an Amended and Restated Agreement and Plan of Merger"

Convertible Senior Notes financial

"postpone the commencement of the previously announced tender offer for all outstanding Convertible Senior Notes"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

Schedule 14D-9 regulatory

"The Company expects to file a Schedule 14D-9 in connection with the tender offer"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

Solicitation/Recommendation Statement regulatory

"Assertio will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9"

A solicitation/recommendation statement is a public message from a company, board member, shareholder or advisor that asks investors to take a specific action—such as voting a proxy, tendering shares, or accepting or rejecting an offer—and explains which choice the issuer recommends. It matters to investors because these statements aim to shape outcomes that affect ownership, control or value, and they are often subject to disclosure rules so readers can judge the source’s motives and reliability; think of it like a persuasive letter that also must show who wrote it and why.

forward-looking statements regulatory

"This communication contains forward-looking statements within the meaning of the federal securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2026

ASSERTIO HOLDINGS, INC.

(Exact name of registrant as specified in its charter) 

Delaware		001-39294		85-0598378
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 South Saunders Rd., Suite 300
Lake Forest, IL	60045
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (224) 419-7106

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	ASRT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 

Item 7.01. Regulation FD Disclosure.

On May 5, 2026, Assertio Holdings, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that on May 4, 2026, in connection with the previously announced entry into an Amended and Restated Agreement and Plan of Merger, dated as of May 1, 2026 (the “Merger Agreement”), by and among the Company, Garda Therapeutics, Inc., a Delaware corporation (“Garda”), and Audi Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Garda (“Purchaser”), the Company had reached a mutual agreement with Garda to extend the deadline to commence the previously announced tender offer to purchase all of the outstanding shares of the Company’s common stock to May 8, 2026. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release of the Company, dated May 5, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASSERTIO HOLDINGS, INC.
Date: May 5, 2026	By:	/s/ Sam Schlessinger
		Sam Schlessinger
		Executive Vice President, General Counsel

Exhibit 99.1

Privileged & Confidential

Prepared at the request of counsel

Press Release

Assertio and Garda Mutually Agree to Postpone Commencement of Tender Offer

LAKE FOREST, IL – May 5, 2026 – Assertio Holdings, Inc. (“Assertio” or the “Company”) (Nasdaq: ASRT), today announced that it has reached a mutual agreement with Garda Therapeutics, Inc. (“Garda”) to postpone the commencement of the previously announced tender offer to acquire all outstanding shares of Assertio to May 8, 2026.

As previously announced on May 4, 2026, Assertio has entered into an amended and restated merger agreement (the “Garda Agreement”) to be acquired by Garda for $21.80 per share in cash, or total cash consideration of $153.2 million. The Company expects to file a Schedule 14D-9 in connection with the tender offer on May 8, 2026. In addition, Assertio will postpone the commencement of the previously announced tender offer for all outstanding Convertible Senior Notes until May 8, 2026.

About Assertio

Assertio is a pharmaceutical company with comprehensive commercial capabilities offering differentiated products designed to address patients’ needs. Our focus is on supporting patients by marketing products primarily in the oncology market. To learn more about Assertio, visit www.assertiotx.com.

Investor and Media Contact

Longacre Square Partners

assertio@longacresquare.com

Additional Information and Where to Find It

The tender offer described in this communication has not yet commenced. This communication is for information purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of Assertio Holdings, Inc. (“Assertio”), nor is it a substitute for the tender offer materials that Garda Therapeutics, Inc. (“Garda”) and its wholly owned acquisition subsidiary, Audi Merger Sub, Inc. (“Merger Sub”), will file with the Securities and Exchange Commission (the “SEC”). The solicitation and the offer to buy shares of Assertio’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Garda and Merger Sub intend to file with the SEC. In addition, Assertio will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.

Once filed, investors will be able to obtain the tender offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of Assertio on Schedule 14D-9 and related materials with respect to the tender offer and merger, free of charge at the website of the SEC at www.sec.gov or from the information agent named in the tender offer materials. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by Assertio under the “Investors” section of Assertio’s website at www.assertiotx.com.

STOCKHOLDERS AND INVESTORS ARE STRONGLY ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF ASSERTIO ON SCHEDULE 14D-9 AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

1

Privileged & Confidential

Prepared at the request of counsel

Cautionary Note Regarding Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs. Forward-looking statements speak only as of the date they are made and should not be relied upon as predictions of future events, as there can be no assurance that the events or circumstances reflected in these statements will be achieved or will occur.

In particular, this communication includes forward-looking statements regarding Assertio Holdings, Inc. (“Assertio” or the “Company”), the proposed tender offer by Audi Merger Sub, Inc., a wholly owned subsidiary of Garda Therapeutics, Inc. (“Garda”), to acquire all outstanding shares of the Company’s common stock and the subsequent merger pursuant to which the Company would become a wholly owned subsidiary of Garda, including, without limitation, statements regarding the expected timing and completion of these transactions and the parties’ ability to satisfy the conditions to consummation.

Forward-looking statements can often, but not always, be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “might,” “opportunity,” “plan,” “potential,” “project,” “seek,” “should,” “strategy,” “target,” “will,” or the negative of these words and phrases, other variations of these words and phrases or comparable terminology.

These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, many of which are beyond the Company’s control and subject to change. Actual results could differ materially from those expressed or implied by these forward-looking statements. Important factors that could cause actual results to differ materially include, among others: risks associated with the timing of the closing of the proposed transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed transaction will not occur in which case Rolvedon would be the Company’s only product; uncertainties as to how many of the Company’s stockholders will tender their shares in the offer; the possibility that competing offers will be made; the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction; the outcome of any legal proceedings that may be instituted against the parties and others related to the transaction; unanticipated difficulties or expenditures relating to the proposed transaction; the effect of the announcement or pendency of the proposed transaction on the Company’s business and operating results (including the response of business partners and competitors and potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction); risks related to the diverting of management’s attention from the Company’s ongoing business operations; general economic and market conditions; and other risks and uncertainties identified in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings. Many of these risks and uncertainties may be exacerbated by public health emergencies and general macroeconomic conditions.

The foregoing list of factors is not exhaustive. You should not place undue reliance on any forward-looking statements. The Company does not assume, and hereby disclaims, any obligation to update or revise any forward-looking statements, except as required by law.

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FAQ

What did Assertio Holdings (ASRT) announce in this 8-K filing?

Assertio announced a mutual agreement with Garda Therapeutics to postpone commencement of Garda’s tender offer for Assertio shares to May 8, 2026. The company also will delay the related tender offer for its Convertible Senior Notes to the same date and expects to file its Schedule 14D-9 then.

What are the financial terms of Garda’s proposed acquisition of Assertio (ASRT)?

Garda has agreed to acquire Assertio for $21.80 per share in cash, for total cash consideration of $153.2 million. These terms come from the amended and restated merger agreement and apply to all outstanding shares of Assertio’s common stock targeted in the tender offer.

When will the Garda tender offer for Assertio (ASRT) shares now begin?

The tender offer to purchase all outstanding Assertio common shares is now expected to commence on May 8, 2026. This represents a brief postponement from the previously anticipated start, based on a mutual agreement between Assertio and Garda disclosed in the filing and press release.

How are Assertio’s Convertible Senior Notes affected by this announcement?

Assertio will also postpone the commencement of the previously announced tender offer for all outstanding Convertible Senior Notes until May 8, 2026. This aligns the start date for both the common stock tender offer and the notes tender offer, as described in the company’s press release.

What SEC filings will be associated with the Garda tender offer for Assertio (ASRT)?

Garda and its subsidiary intend to file a tender offer statement on Schedule TO, including the offer to purchase and related documents. Assertio plans to file a Solicitation/Recommendation Statement on Schedule 14D-9, providing its position on the offer, on or about May 8, 2026.

Where can Assertio (ASRT) investors find the official tender offer materials?

Investors will be able to obtain the Schedule TO, offer to purchase, Assertio’s Schedule 14D-9, and related documents free of charge on the SEC’s website at www.sec.gov. Assertio will also provide its SEC filings at no charge in the Investors section of www.assertiotx.com.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 12.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB